Nakamoto Inc. Merger Agreement for BTC Assets

Nakamoto Inc. has entered into an agreement and plan of merger with BTC Inc., BTC merger sub, and Calli S. Bailey as stockholder representative, as reflected in an SEC 8-K exhibit dated February 16, 2026.

The filing describes the merger structure, including closing mechanics, effective time, and how the transaction affects Nakamoto’s capital stock, options, and SAFEs. It also outlines representations and warranties, conditions to closing, and termination provisions, with certain confidential information omitted under SEC rules.